IGEN INTERNATIONAL INC /DE
10-Q/A, 1998-04-13
PATENT OWNERS & LESSORS
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
 
                                  FORM 10-Q/A
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
 
                        For Quarter Ended September 30, 1997
                         Commission File Number 0-23252
 
                            IGEN INTERNATIONAL, INC.
 
               (Exact name of registrant as specified in is charter)

           DELAWARE                                            94-2852543
- ----------------------------------------                   -------------------
 (State or other jurisdiction of                              (IRS Employer
  incorporation or organization)                            Identification No.)

16020 INDUSTRIAL DRIVE, GAITHERSBURG, MD                           20877
- ----------------------------------------                   -------------------
(Address of principal executive offices)                         (Zip Code)


                                 (301) 984-8000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Act of 1934
during the preceding 12 months, (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 
                               YES X       NO ____
 
    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                     CLASS                      OUTSTANDING AT OCTOBER 31, 1997
                     -----                      -------------------------------
         Common Stock, $0.001 par value                   15,148,752


                                       1

<PAGE>
                            IGEN INTERNATIONAL, INC.
                                   FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997
 
                                     INDEX

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                          ---------
<S>         <C>                                                                           <C>
PART I      FINANCIAL INFORMATION

Item 1:     FINANCIAL STATEMENTS

            Balance Sheets--September 30, 1997 and March 31, 1997......................        3

            Statements of Operations--For the Three and Six Months Ended
            September 30, 1997 and 1996................................................        4

            Statements of Cash Flows--For the Six Months Ended
            September 30, 1997 and 1996................................................        5

            Notes to Financial Statements..............................................        6

Item 2:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS........................................        8

PART II     OTHER INFORMATION

Item 1:     LEGAL PROCEEDINGS..........................................................       11

Item 6:     EXHIBITS AND REPORTS ON FORM 8-K...........................................       12

SIGNATURES.............................................................................       13

</TABLE>
                                       2

<PAGE>
                            IGEN INTERNATIONAL, INC.
                                 BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         SEPTEMBER 30,   MARCH 31,
                                                                                             1997          1997
                                                                                         -------------  -----------
                                                                                          (unaudited)
<S>                                                                                      <C>            <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..............................................................    $     493     $     790
Short term investments.................................................................        6,584         8,254
Accounts receivable....................................................................        1,254         1,783
Notes Receivable.......................................................................          141           417
Inventory..............................................................................        1,711         2,075
Prepaid expenses and other current assets..............................................          814           866
                                                                                         -------------  -----------
  Total current assets.................................................................       10,997        14,185
                                                                                         -------------  -----------
EQUIPMENT, FURNITURE, AND IMPROVEMENTS.................................................        7,156         6,950
Accumulated depreciation and amortization..............................................       (4,286)       (3,781)
                                                                                         -------------  -----------
  Equipment, furniture, and improvements, net..........................................        2,870         3,169
                                                                                         -------------  -----------
OTHER ASSETS...........................................................................          425           440
                                                                                         -------------  -----------
TOTAL..................................................................................    $  14,292     $  17,794
                                                                                         -------------  -----------
                                                                                         -------------  -----------
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses..................................................    $   5,058     $   4,266
Deferred revenue.......................................................................        6,613         5,393
Obligations under capital leases.......................................................           76            95
                                                                                         -------------  -----------
  Total current liabilities............................................................       11,747         9,754
                                                                                         -------------  -----------
OBLIGATIONS UNDER CAPITAL LEASES-
  NONCURRENT...........................................................................           82           158

STOCKHOLDERS' EQUITY:
Common stock: $.001 par value, 50,000,000 shares authorized:
  15,147,510 and 14,987,416 issued and outstanding:....................................           15            15
Additional paid-in capital.............................................................       65,391        64,876
Accumulated deficit....................................................................      (62,657)      (56,700)
Notes receivable from sale of common stock.............................................         (286)         (309)
                                                                                         -------------  -----------
  Total stockholders' equity...........................................................        2,463         7,882
                                                                                         -------------  -----------
TOTAL..................................................................................    $  14,292     $  17,794
                                                                                         -------------  -----------
                                                                                         -------------  -----------
</TABLE>

           See notes to financial statements.

                                       3

<PAGE>
                             IGEN International, Inc.
                            STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                                              THREE MONTHS ENDED    SIX MONTHS ENDED
                                                                                SEPTEMBER 30,         SEPTEMBER 30,
                                                                             --------------------  --------------------
                                                                               1997       1996       1997       1996
                                                                             ---------  ---------  ---------  ---------
                                                                                 (UNAUDITED)           (UNAUDITED)
<S>                                                                          <C>        <C>        <C>        <C>
REVENUES:
  Product sales............................................................  $   1,005  $   1,450  $   2,769  $   3,333
  License fees and contract revenue........................................      2,150      2,875      2,545      5,952
  Royalty income...........................................................      1,127         25      1,591         46
                                                                             ---------  ---------  ---------  ---------
    Total..................................................................      4,282      4,350      6,905      9,331
                                                                             ---------  ---------  ---------  ---------
OPERATING COSTS AND EXPENSES:
  Product costs............................................................        301        613        944      1,237
  Research and development.................................................      2,703      3,079      5,604      6,634
  Marketing, general and administrative....................................      3,530      2,543      6,241      5,103
                                                                             ---------  ---------  ---------  ---------
    Total..................................................................      6,534      6,235     12,789     12,974
                                                                             ---------  ---------  ---------  ---------
LOSS FROM OPERATIONS.......................................................     (2,252)    (1,885)    (5,884)    (3,643)

INTEREST (EXPENSE) INCOME--net.............................................        (34)       175        (73)       409
                                                                             ---------  ---------  ---------  ---------
NET LOSS...................................................................  $  (2,286) $  (1,710) $  (5,957) $  (3,234)
                                                                             ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------
NET LOSS PER SHARE.........................................................  $   (0.15) $   (0.11) $   (0.40) $   (0.22)
                                                                             ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------
SHARES USED IN COMPUTING NET LOSS PERSHARE.................................     15,107     14,958     15,053     14,941
                                                                             ---------  ---------  ---------  ---------
                                                                             ---------  ---------  ---------  ---------
</TABLE>

           See notes to financial statements.

                                       4


<PAGE>
                            IGEN International, Inc.
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                   SIX MONTHS ENDED
                                                                                                    SEPTEMBER 30,
                                                                                                 --------------------
                                                                                                   1997       1996
                                                                                                 ---------  ---------
                                                                                                     (UNAUDITED)
<S>                                                                                              <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss...................................................................................  $  (5,957) $  (3,234)
  Adjustments to reconcile net income to net cash provided by (used in) operating activities:
    Interest on notes receivable from sale of common stock...................................     --             (3)
    Amortization of deferred compensation....................................................     --             55
    Depreciation and amortization............................................................        505        653
    Deferred revenue.........................................................................      1,220     (5,120)
    Add (deduct) items not affecting cash:
      Decrease in accounts receivable........................................................        529         21
      Decrease in notes receivable...........................................................        276     --
      Decrease (increase) in inventory.......................................................        364       (160)
      (Increase) decrease in prepaid expenses and other assets...............................         67        533
       Increase (decrease) accounts payable and accrued expenses.............................        792       (156)
                                                                                                 ---------  ---------
         Net cash used in operating expenses.................................................     (2,204)    (7,411)
                                                                                                 ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for equipment, furniture and improvements.....................................       (206)      (223)
  Sale of short-term investments.............................................................      1,670      5,619
                                                                                                 ---------  ---------
         Net cash provided by investing activities...........................................      1,464      5,396
                                                                                                 ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of notes receivable form sale of common stock, net...............................         23         21
  Issuance of common stock -- net............................................................        515        145
  Principal payments under capital lease obligations.........................................        (95)      (238)
                                                                                                 ---------  ---------
         Net cash provided by (used in) financing activities.................................        443        (72)
                                                                                                 ---------  ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS....................................................       (297)    (2,087)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...............................................        790      4,001
                                                                                                 ---------  ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD.....................................................  $     493  $   1,914
                                                                                                 ---------  ---------
                                                                                                 ---------  ---------
</TABLE>

                       See notes to financial statements.

                                       5
<PAGE>

                            IGEN International, Inc.
                                  Form 10-Q/A
                     For the Quarter Ended September 30, 1997

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

    The financial statements of IGEN International, Inc. (the "Company")
reflect, in the opinion of management, all adjustments, consisting only of
normal and recurring adjustments, necessary to present fairly the Company's
financial position at September 30, 1997 and the Company's results of operations
for the three and six month periods ended September 30, 1997 and 1996
respectively. Interim period results are unaudited and are not necessarily
indicative of results of operations or cash flows for a full year period. The
balance sheet at March 31, 1997 was derived from audited financial statements at
such date.
 
    Pursuant to accounting requirements of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-Q, the accompanying
financial statements and these notes do not include all disclosures required by
generally accepted accounting principles for complete financial statements.
Accordingly, these statements should be read in conjunction with the Company's
most recent annual financial statements included in the Company's Annual Report
for the fiscal year ended March 31, 1997.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Cash Equivalents and Short-Term Investments--Cash equivalents include cash
in banks, money market funds, securities of the U.S. Treasury and certificates
of deposit with original maturities of three months or less.
 
    Concentration of Credit Risks--The Company has invested its excess cash
generally in securities of the U.S. Treasury, money market funds, certificates
of deposit and corporate bonds. The Company invests its excess cash in
accordance with a policy objective that seeks to ensure both liquidity and
safety of principal. The policy limits investments to certain types of
instruments issued by institutions with strong investment grade credit ratings
and places restrictions on their terms and concentrations by type and issuer.
 
    Inventory is recorded at the lower of cost or market using the first-in,
first-out method and consists of the following (in thousands):

                                         SEPTEMBER 30, 1997   MARCH 31, 1997
                                         -------------------  ---------------
Finished goods.........................       $     906          $   1,095
Work in process........................             187                150
Raw materials..........................             618                830
                                                 ------             ------
Total..................................       $   1,711          $   2,075
                                                 ------             ------
                                                 ------             ------


                                       6

<PAGE>

                            IGEN International, Inc.
                                  Form 10-Q/A
                     For the Quarter Ended September 30, 1997

Notes to Financial Statements (continued)

    Equipment, Furniture, and Improvements are carried at cost. Depreciation is
computed over the estimated useful lives of the assets, generally five years,
using accelerated methods.
 
    Revenue Recognition--Nonrefundable license fees, option fees, royalty
income, and milestone payments in connection with research and development
contracts or commercialization agreements with corporate partners are recognized
when they are earned in accordance with the applicable performance requirements
and contractual terms. Amounts received in advance of performance under
contracts or commercialization agreements are recorded as deferred revenue until
earned. Product sales revenue is recorded as products are shipped.
 
    Loss Per Share has been computed based on the weighted average number of
common shares and common equivalent shares outstanding.
 
    Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings Per
Share," was recently issued by the Financial Accounting Standards Board. SFAS
No. 128 is effective for periods ending after December 15, 1997 and early
adoption is not permitted. SFAS No. 128 requires the Company to compute and
present a basic and fully diluted earnings per share. Had the company computed
earnings per share in accordance with SFAS No. 128, the resulting Loss Per Share
would not be different than that which has been reported for the periods ended
September 30, 1997 and 1996.

3. BOEHRINGER MANNHEIM GMBH LITIGATION

    In 1992, the Company entered into a License and Technology Development 
Agreement with Boehringer Mannheim GmbH ("BMG"), pursuant to which BMG 
launched its Elecsys product line, which is based on the Company's ORIGEN 
technology. For the three and six-month periods ended September 30, 1997, 
royalties reported by BMG and recorded by the Company under the Agreement 
totaled $1.0 million and $1.4 million, respectively. These amounts were 
charged against deferred revenues represented by a $6 million advance from 
BMG in January 1997, on which there is a $3.9 million balance at September 
30, 1997. As more fully set forth in Part II --Item 1, the Company is 
involved in litigation with BMG arising out of the Agreement. One of the 
disputes at issue in the litigation relates to the computation of royalties 
to which the Company is entitled under the Agreement, which the Company 
believes have been understated by BMG. For the three and six months ended 
September 30, 1997 the Company calculates that royalties due from BMG which 
have not been recorded in the financial statements are $722,000 and $1.5 
million, respectively.

4. RESTATEMENT

    Subsequent to the issuance of the September 30, 1997 financial 
statements, the Company restated royalty income and deferred revenue to defer 
recognition of amounts in dispute with Boehringer Mannheim. Due to the 
restatement, royalty income decreased by $722,000 and $1.5 milllion for the 
three and six months ended September 30, 1997. Restated Loss Per Share of 
$0.15 and $0.40 for the three and six months ended September 30, 1997 
compares to Loss Per Share of $0.10 and $0.29 as previously reported.

                                       7

<PAGE>

                          IGEN International, Inc.
                                Form 10-Q/A
                     For the Quarter Ended September 30, 1997

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
    The Company devotes substantially all of its resources to the research and
development of its proprietary technologies, primarily the ORIGEN technology for
clinical diagnostic and life science research products. The Company's sources of
revenue have consisted primarily of license or research payments pursuant to
licensing or collaborative research agreements and from product sales. The
Company has entered into collaborative arrangements with corporate collaborators
that provide for the development and marketing of certain ORIGEN systems. These
agreements provide fees and royalties payable to the Company in exchange for
licenses to produce and sell the resulting products. In the near term, the
Company may selectively pursue additional strategic alliances although, over
time, it expects an increasing amount of its revenues to be derived from sales
of its products and royalties from corporate collaborations.
 
    Certain statements in this Form 10-Q are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks and
uncertainties. Factors which may cause the Company's actual results in future
periods to differ materially from forecast results include, but are not limited
to: the risk factors set forth in the Company's annual report on Form 10-K for
the fiscal year ended March 31, 1997, including, without limitation, reliance on
collaborations and license patents and proprietary rights, uncertainty of
health-care reform measures and third-party reimbursements, the ability to
attract and retain qualified personnel, including scientists and consultants to
perform research and development work; general economic and business conditions,
both nationally and internationally; and the outcome of the pending litigation
involving the Company. IGEN disclaims any intent or obligation to update these
forward-looking statements.

RESULTS OF OPERATIONS

THE QUARTER AND SIX MONTHS IN REVIEW

    The Company reported a net loss of $2.3 million ($.15 per share) on 
revenue of $4.3 million for the second quarter ended September 30, 1997 
compared to a net loss of $1.7 million ($.11 per share) on revenue of $4.4 
million for the same period in the prior year. The net loss for the first six 
months of fiscal 1998 was $6 million ($.40 per share) on revenue of $6.9 
million compared to $3.2 million ($.22 per share) on revenue of $9.3million 
in prior fiscal 1997. Revenues during the six months ending September 30, 
1997 reflect a significant change in revenue mix compared to prior years, as 
the Company's license and contract revenue converted to royalty income based 
on product sales by corporate licensees. During this period, $4.4 million 
(63%) of revenue was generated from the sale of products, either directly by 
IGEN or from royalties on licensees' sales. In the prior year, IGEN revenue 
related to the sale of products totaled only $3.4 million (36% of total 
revenue). Accordingly, revenue from license fees and for contract research 
decreased to $2.5 million for the six months ended September 30, 1997 from 
$5.9 million in the prior year.

                                       8

<PAGE>

                          IGEN International, Inc.
                                Form 10-Q/A
                     For the Quarter Ended September 30, 1997

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS (continued)

    In 1992, the Company entered into a License and Technology Development 
Agreement with Boehringer Mannheim GmbH ("BMG"), pursuant to which BMG 
launched its Elecsys product line, which is based on the Company's ORIGEN 
technology. For the three and six-month periods ended September 30, 1997, 
royalties reported by BMG and recorded by the Company under the Agreement 
totaled $1 million and $1.4 million, respectively. These amounts were charged 
against deferred revenues represented by a $6 million advance from BMG in 
January 1997, on which there is a $3.9 million balance at September 30, 1997. 
As more fully set forth in Part II --Item 1, the Company is involved in 
litigation with BMG arising out of the Agreement. One of the disputes at 
issue in the litigation relates to the computation of royalties to which the 
Company is entitled under the Agreement, which the Company believes have been 
understated by BMG. For the three and six months ended September 30, 1997 the 
Company calculates that royalties due from BMG which have not been recorded 
in the financial statements are $722,000 and $1.5 million, respectively.

    Operating costs remained relatively constant totaling $6.5 million and $12.8
million in the current quarter and first six months of fiscal 1998 compared to
$6.2 million and $13 million in the same periods last year. Due to expiring
external collaborations, research and development expenditures decreased to $2.7
million and $5.6 million in the quarter and first six months of the current
year, compared to amounts in the same prior year periods of $3.1 million and
$6.6 million, respectively. Marketing and general and administrative costs
increased to $3.5 million and $6.2 million during the current year periods from
$2.5 million and $5.1 million in the same prior year periods due in part to
professional and legal fees associated with the Company's litigation with
Boehringer Mannheim.
 
    Income (loss) from operations over the next several years is likely to
fluctuate substantially from quarter to quarter as a result of differences in
the timing of revenues earned under license and product development agreements,
and associated product development expenses.
 
    As of March 31, 1997, the Company had federal net operating loss and general
business credit tax carry forwards of approximately $41.9 million and $2.4
million, respectively. The Company's ability to utilize its net operating loss
and general business credit tax carry forwards may be subject to an annual
limitation in future periods pursuant to the "change in ownership rules" under
Section 382 of the Internal Revenue Service Code of 1986, as amended.
 
                                       9

<PAGE>


                           IGEN International, Inc.
                                 Form 10-Q/A
                     For the Quarter Ended September 30, 1997

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES
 
    The Company has financed its operations through the sale of Preferred and
Common Stock, aggregating approximately $65 million through September 30, 1997,
collaborative research and licensing agreements, royalty payments, and sales of
its ORIGEN line of products. As of September 30, 1997, the Company had $7.1
million in cash, cash equivalents and short-term investments. Working capital
excluding current deferred revenue, which is classified as a current liability,
was $5.9 million at September 30, 1997. Including current deferred revenue,
working capital was a deficit of $750,000.
 
    Net cash used in operating activities was $2.2 million for the six months
ended September 30, 1997, as compared to $7.4 million for the corresponding
prior year period. This decrease was due primarily to a $4.75 million payment
IGEN received during the current quarter from one of its corporate partners,
Eisai Co., Ltd. This payment represents Eisai's final license fee payment of $2
million recorded in this period with the balance representing a non-refundable
royalty advance on Eisai's future product sales of the Picolumi Immunodiagnostic
System, which commenced distribution in Japan during the summer of 1997.

    The Company used $206,000 and $223,000 of net cash for investing activities,
substantially related to the acquisition of laboratory equipment, furniture and
leasehold improvements, during the six months ended September 30, 1997 and 1996,
respectively.
 
    The Company expects to incur substantial additional research and development
expenses, manufacturing costs and marketing and distribution expenses. It is the
Company's intention to selectively seek additional collaborative or license
agreements with suitable corporate collaborators although there can be no
assurance the Company will be able to enter into such agreements or that amounts
received under such agreements will reduce substantially the Company's funding
requirements. Additional equity or debt financing may be required, and there can
be no assurance that these funds may be available on favorable terms, if at all.
 
    The Company's future capital requirements depend on many factors, including
continued scientific progress in its diagnostics programs, the magnitude of
these programs, the time and costs involved in obtaining regulatory approvals,
the costs involved in filing, prosecuting and enforcing patent claims, competing
technological and market developments, changes in its existing license and other
agreements, the ability of the Company to establish development arrangements,
the cost of manufacturing scale-up and effective commercialization activities
and arrangements.
 
                                       10
<PAGE>


                          IGEN International, Inc.
                                 Form 10-Q
                     For the Quarter Ended September 30, 1997

PART II  OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS
 
        On September 15, 1997, the Company filed a lawsuit in Maryland against
    Boehringer Mannheim GmbH ("BMG"), a German company to which the Company has
    licensed certain rights to develop and commercialize diagnostic products
    based on the Company's ORIGEN technology. That lawsuit is pending in the
    Southern Division of the United States District Court for the District of
    Maryland. The Company's dispute with BMG arises out of a 1992 License and
    Technology Development Agreement (the "Agreement"), pursuant to which BMG
    developed and launched its "Elecsys" line of diagnostic products, which is
    based on ORIGEN technology. The Company alleges that BMG has failed to
    perform certain material obligations under the Agreement, including
    development and commercialization of ORIGEN technology according to the
    contractual timetable; exploitation of the license to the extent
    contemplated by the parties; phase out of certain non-royalty-bearing
    product lines; exploitation of ORIGEN technology only within BMG's licensed
    fields; proper treatment of intellectual property rights regarding ORIGEN
    technology; maintenance of records essential to the computation of
    royalties; and proper computation of royalties; and BMG has breached its
    duty of good faith and fair dealing. In its lawsuit, the Company seeks
    damages as well as injunctive and declaratory relief, including a judicial
    determination of its entitlement to terminate the Agreement.
 
        On September 15, 1997, shortly after the Company filed its lawsuit in
    Maryland, BMG filed a lawsuit in the United States District Court for the
    Southern District of Indiana (Indianapolis Division) seeking a declaration
    that it did not breach the Agreement and a preliminary injunction precluding
    the Company from terminating the Agreement pending the judicial resolution
    of the dispute between the parties. In addition, BMG sought and obtained a
    temporary restraining order that precludes the Company from terminating the
    Agreement until such time as BMG's motion for preliminary injunction is
    adjudicated.
 
        The Company has requested that the Indiana court transfer BMG's action
    to Maryland or stay the Indiana action pending the outcome of the Company's
    Maryland lawsuit. Likewise, BMG has requested that the Maryland court
    dismiss the Company's Maryland action or, alternatively, transfer it to
    Indiana or stay it pending the outcome of the Indiana action. The Indiana
    court will not rule on BMG's motion for preliminary injunction until the
    venue dispute is resolved, and the temporary restraining order will remain
    in place until that time.

                                       11

<PAGE>

                          IGEN International, Inc.
                                 Form 10-Q
                     For the Quarter Ended September 30, 1997


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.

    (a) Exhibits

            11.1 Statements regarding computation of per share earnings for the
                 three and six months ended September 30, 1997 and 1996.

            27   Financial Data Schedule

               --Dagger--Confidential treatment requested.

    (b) Reports on Form 8-K

        NONE

                                       12

<PAGE>


                               IGEN International, Inc.
                                     Form 10-Q
                       For the Quarter Ended September 30, 1997

                                    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
                                IGEN INTERNATIONAL, INC.



DATE: NOVEMBER 14, 1997   /s/ George V. Migausky
                         -----------------------------------------
                          GEORGE V. MIGAUSKY
                          VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
                          (ON BEHALF OF THE REGISTRANT AND AS
                           PRINCIPAL FINANCIAL OFFICER)

                                       13


<PAGE>
                                       
                           IGEN International, Inc. 
                                 Form 10-Q/A
                  For the Quarter Ended September 30, 1997
 
                                  EXHIBIT 11.1
 
              Statement Re: Computation of Net Loss Per Share 
                    (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                           SEPTEMBER 30,          SEPTEMBER 30
                                                                        --------------------  --------------------
                                                                          1997       1996       1997       1996
                                                                        ---------  ---------  ---------  ---------
<S>                                                                     <C>        <C>        <C>        <C>
Average Common Shares Outstanding:....................................   $15,107    $14,958    $15,053    $14,941
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------

Net Loss..............................................................   $(2,286)  $(1,710)    $(5,957)   $(3,234)
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
Net loss per share....................................................   $  (.15)   $  (.11)   $  (.40)   $  (.22)
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
</TABLE>

                                       1

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                             493
<SECURITIES>                                     6,584
<RECEIVABLES>                                    1,395
<ALLOWANCES>                                         0
<INVENTORY>                                      1,711
<CURRENT-ASSETS>                                10,997
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